Terms of service
TERMS OF TRADE
DISTRIBUTOR & WHOLESALE ACCOUNTS
1. DEFINITIONS
1.1. NZ Native Honey Products shall mean New Zealand Native Honey Products Ltd or RaKiwi Ltd or its agents or employees.
1.2. “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client or any person purchasing Products and services from NZ Native Honey Products.
1.3. “Products” shall mean:
1.3.1. All Products supplied by NZ Native Honey Products to the Client; and
1.3.2. All inventory of the Client that is supplied by NZ Native Honey Products Ltd and/or RaKiwi Ltd
1.4. “Price” shall mean the cost of the Products and Services as agreed between NZ Native Honey Products and the Client and includes all disbursements under these terms and conditions.
1.5. “Seller” shall mean NZ Native Honey Products
1.6. “Buyer” shall mean shall mean the Client
2. ACCEPTANCE
2.1. Any instructions received by NZ Native Honey Products from the Client for the supply of Products and Services shall on acceptance by NZ Native Honey Products contribute a binding contract and acceptance of these terms and conditions.
3. COLLECTION AND USE OF INFORMATION
3.1. The Client authorises NZ Native Honey Products to collect, retain and use any of the information about the Client for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or marketing any Products and Services provided by NZ Native Honey Products to any other party.
3.2. The Client authorises NZ Native Honey Products to disclose any information obtained to any person for the purposes set out in clause 3.1, where the Client is a natural person the authorities under clause 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act or similar legislation.
4. NEW ACCOUNTS
4.1. For first time customers of NZ Native Honey Products will be placed on Proforma (pre-paid account terms) until such time that total orders invoiced is over US$20,000. Once customers have reached this level of expenditure, they will be placed on 30-day net account providing they have completed a credit application form and have been approved by NZ Native Honey Products.
5. HOW TO PLACE AN ORDER
5.1. Orders are to be placed via the NZ Native Honey Products online B2B Portal www.nznativehoney.com. In the instance, a wholesale account is not able to place orders via the online ordering system, NZ Native Honey Products will accept and process orders placed using NZ Native Honey Products supplied Excel Order Forms.
5.2. NZ Native Honey Products Supplied Excel Order Forms can be emailed to NZ Native Honey Products Customer Service or NZ Native Honey Products Account Managers.
6. PRICE
6.1. Where no price is stated in writing or agreed verbally the Products and Services shall be deemed to be sold at the current price. Prices are net and we do not have any settlement discounts.
6.2. The price may be increased by the amount of any reasonable increase in the cost of supply of the Products.
7. PAYMENT
7.1. Payment for Products and Services shall be made in full in cleared funds on or before the 20th day of the month following the date of the invoice.
7.2. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
7.3. Any expenses, disbursements and legal costs incurred by NZ Native Honey Products in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitor’s fees or debt collection agency fees.
7.4. If an order is cancelled, NZ Native Honey Products has the right to charge a restock fee.
7.5. NZ Native Honey Products accepts payment via:
7.5.1. Electronic Funds Transfer. NZ Native Honey Products bank account information can be found at the end of each invoice.
7.5.2. Credit Card, which incurs an additional fee of 3%
7.6. Accounts that have prepaid terms will receive a Pro Forma invoice and payment is to be received within 10 days of the order being received. If payment has not been received within 10 days of the order being placed NZ Native Honey Products will cancel the order.
8. RISK
8.1. The Products and Services remain at NZ Native Honey Products’ risk until the goods are delivered on board the vessel nominated by the Buyer, cleared for export, at the named wharf/seaport/airport of shipment. From that point, the Buyer bears costs and risks of loss or damage.
8.2. Delivery of Products shall be deemed complete when NZ Native Honey Products gives possession of the Products to the Carrier or directly to the Client.
8.3. The time agreed for delivery shall not be an essential term of this contract unless the Client gives written notice to NZ Native Honey Products making time of the essence at the time of making the order.
8.4. The Seller will insure the Products at full replacement value until legal and beneficial ownership of them has passed to the Buyer. If the Products are damaged or destroyed before legal and beneficial ownership of them has passed to the Buyer, the Seller will hold the proceeds of such insurance in a separate fund and on trust for the Seller.
8.5. Until legal and beneficial ownership of the Products has passed to the Buyer; the Seller will store the Products separately from other Products
8.6. Without prejudice to any of the Seller’s other remedies, if any amount payable by the Buyer to the Seller is overdue or the Buyer becomes insolvent, commits an act of bankruptcy, has a receiver appointed, has a liquidator appointed or is placed under statutory or official management, then:-
8.6.1. The Seller may cancel any outstanding order with the Buyer; and
8.6.2. Any moneys payable by the Buyer to the Seller whether due for payment or shall become immediately due and payable; and
8.6.3. The Seller reserves the right and the Buyer hereby irrevocably provides consent to the Seller to enter (whether forcibly or otherwise) by its employees or duly authorised agents onto the Buyer’s premises or onto any premises where Products owned by the Seller are reasonably thought to be stored and repossess and subsequently resell such Products.
8.6.4. Notwithstanding any period of credit, if the Buyer wishes to sell the Products before ownership of them has passed, the Buyer may do so as principal in relation to the sub-purchaser and as agent as between the Seller and the Buyer. The Buyer has no right to commit the Seller to any contractual relationship with any third party. The Buyer will account to the Seller for the proceeds of such sales and the Buyer will ensure that until it has accounted for them, such proceeds are at all times identifiable, held in a separate fund on trust for the Buyer and can at the request of the Seller be paid to the Seller.
9. SHIPPING AND FREIGHT
9.1. Shipping and Freight is not included in the cost of Products. On all orders, freight will be charged on each invoice depending on quantity of order, will apply.
10. TITLE AND SECURITY
10.1. Title in any Products and Services supplied by NZ Native Honey Products passes to the Client only when the Client has made payment in full for all Products and Services provided by NZ Native Honey Products. Until all sums due to NZ Native Honey Products by the Client have been paid in full, NZ Native Honey Products has a security interest in all Products and Services delivered plus sheet.
10.2. After “delivered” the Buyer hereby grants the Seller a security interest under the Personal Property Securities Act in all Products supplied by the Seller to the Buyer from time to time and in the proceeds of all such Products.
10.3. The Buyer will provide the Seller on request with all information necessary for the registration of the Seller’s security instrument in terms of the Personal Properties Securities Act or similar legislation.
10.4. The Buyer hereby waives its right in terms of Section 148 of the PPSA to receive a copy of a verification statement.
11. DISPUTES AND RETURN OF PRODUCTS
11.1. No claim relating to the Products and Services will be considered unless made within 30 days.
11.2. No Products will be accepted for return without the prior approval of NZ Native Honey Products.
11.2.1. NZ Native Honey Products must first authorise any returns by providing a Return Authorisation Number for any request for returns or request for credit. Any unauthorised return will incur a fee of US$3000.
11.3. Consumer returns to RaKiwi Manuka Honey product to a Retailer due to a fault:
11.3.1. If a consumer returns a faulty item to a retail store, then the retailer should replace the item, where possible, and NZ Native Honey Products will credit the retailer.
11.3.2. If a consumer returns a faulty item to a retail store and the retailer is unable to replace the item, NZ Native Honey Products will send out a replacement free of charge and freight free. This item can be sent directly to the end customer or to the retailer.
11.3.3. Where a retailer has a faulty item, NZ Native Honey Products requires an email photo of the item clearly showing the fault. In most instances, there will be no need to return the faulty item to NZ Native Honey Products, unless otherwise requested.
11.4. Retailer returns or request for credit - due to fault or issue that is not related to quality or production of the product
11.4.1. For any request for credit or return of Products that is not due to a quality or production fault, the retailer must contact NZ Native Honey Products customer service agent, or their NZ Native Honey Products Account Manager to receive a Return Authorisation Number.
11.4.2. If NZ Native Honey Products agrees to accept Products return, the retailer must complete the Return Authorisation form and send back to customer service prior to packing up the Products for return.
11.5. Restocking Fee:
11.5.1. Should NZ Native Honey Products authorise a non-fault Product return, returned Product must be returned in saleable condition (no damaged jars). Should Products be returned in a non-saleable condition, NZ Native Honey Products will charge for any costs incurred relating to making the Products saleable again.
11.5.2. NZ Native Honey Products may charge a minimum restocking fee of US$150 per return.
12. LIABILITY
12.1. The Consumer Guarantees Act, the Fair Trading Act and other similar statutes may imply warranties or conditions or impose obligations upon NZ Native Honey Products, which cannot by law be excluded or modified. In respect of any such implied warranties conditions or terms imposed on NZ Native Honey Products, NZ Native Honey Products’s liability shall, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
12.2. Except as otherwise provide clause 8.1 NZ Native Honey Products shall not be liable for:
12.2.1. Any loss or damage of any kind whatsoever, arising from the supply of Products and Services by NZ Native Honey Products to the Client including consequential loss whether suffered or incurred by the Client or another person irrespective of whether such loss or damage arises from Products and Services provided by NZ Native Honey Products to the Client; and
12.2.2. The Client shall indemnify NZ Native Honey Products against all claims and loss of any kind whatsoever however caused or arising as a result of the negligence of NZ Native Honey Products, brought by any person in connection with any matter, act, omission, or error by NZ Native Honey Products in connection with the Products and Services.
13. WARRANTY
13.1. Manufacturer’s warranty applies where applicable.
13.2. Any written warranty that NZ Native Honey Products provide to the Client will also form part of these terms and conditions of trade.
13.3. No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Products and Services except where Products are supplied, or services provided pursuant to the Consumer Guarantees Act or except where expressly stated in this contract.
14. COPYRIGHT AND INTELLECTUAL PROPERTY
14.1. NZ Native Honey Products, owns and has copyright in all designs, specifications, documents, work and software solutions produced by NZ Native Honey Products in connection with the Products and Services provided pursuant to this contract and the Client may use the Products and Services only if paid for in full and for the purpose for which they were intended and supplied by NZ Native Honey Products.
15. CONSUMER GUARANTEES ACT
15.1. The guarantees contained in the Consumer Guarantees Act (and similar) are excluded where the Client acquires Products and Services from NZ Native Honey Products for the purposes of a business.
16. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
16.1. If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for NZ Native Honey Products agreeing to supply Products and Services and grant credit to the Client at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to NZ Native Honey Products the payment all monies owed by the Client to NZ Native Honey Products and indemnify NZ Native Honey Products against non-payment to the Client. Any personal liability of a signatory hereto shall not exclude the Client in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Client shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
17. MISCELLANEOUS
17.1. NZ Native Honey Products shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
17.2. Failure by NZ Native Honey Products to enforce any of the terms and conditions contained in this contract shall not be deemed a waiver of any of the rights or obligations NZ Native Honey Products has under this contract.
17.3. If any provision of this contract shall be invalid, void, illegal, or unenforceable the validity, legality and enforceability of the remaining provisions shall not be affected.
